Business Server Contract

BUSINESS SERVER CONTRACT

This Business Server Contract (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client requires server hosting, provisioning, maintenance, and related technical services to support Client's business applications; and

WHEREAS, Provider represents that it has the expertise, personnel, and infrastructure necessary to provide managed server services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provisioning, operation, maintenance, and security of Client's server environment.

SCOPE OF WORK

Provider shall supply managed server services as described below. Provider will perform the services in a professional manner consistent with industry standards.

Services shall explicitly include, at minimum: server provisioning and configuration; operating system and permitted application installation; routine security patching; data backup and restore procedures; monitoring and alerting; and technical support during Provider's standard support hours. Any hardware procurement, specialized software licensing, or third-party hosting costs are considered out-of-scope unless expressly included in an approved written change order.

PAYMENT TERMS

All fees are exclusive of taxes. Provider shall invoice Client in accordance with the payment schedule and Client shall pay all undisputed invoices within the number of days set forth in the payment schedule. Disputed amounts must be notified in writing within ten (10) days of receipt of the invoice and the undisputed portion shall remain payable.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Provider may suspend services immediately if Client's account is past due and no cure is made within seven (7) days of notice of suspension. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties Confidential Information of the other party, and shall use such Confidential Information only as necessary to perform its obligations under this Agreement. Confidential Information excludes information that is or becomes publicly known other than by breach of this Agreement, already known to the receiving party without restriction, or independently developed.

DATA, BACKUPS AND SECURITY

Client retains ownership of all data it supplies to Provider. Provider shall implement commercially reasonable administrative, physical, and technical safeguards to protect Client data. Provider's backup procedures and retention schedule must be documented in writing and made available to Client upon request. Provider is not responsible for data loss caused by Client's negligence, misuse, or failure to follow Provider's documented procedures.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

To the maximum extent permitted by law, Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Each party shall indemnify and hold harmless the other from third-party claims to the extent arising out of the indemnifying party's negligence or willful misconduct in the performance of its obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that they have had the opportunity to consult counsel and that any ambiguity shall not be construed against the drafting party.

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